LIBERATED SYNDICATION, INC. Unrestricted Stock Award Agreement
Exhibit 10.1
LIBERATED SYNDICATION, INC.
Liberated
Syndication, Inc. (the “Company”), under its 2018 Omnibus
Equity Incentive Plan (the “Plan”), hereby grants to you, the
Holder named below, the number of shares of unrestricted common
stock of Company set forth in the table below (the
“Unrestricted
Shares”). This Unrestricted Stock Award Agreement (the
“Agreement”)
consists of this cover page, the Unrestricted Stock Terms and
Conditions on the following pages and the Plan. Capitalized terms
used but not defined herein have the meanings ascribed to them in
the Plan.
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Name of
Holder:
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Number
of Unrestricted Shares Granted:
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Grant
Date:
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By
signing below, you agree to this Agreement and the Plan. You
acknowledge that you have reviewed these documents and that they
set forth the entire agreement between you and the Company
regarding your rights and obligations in connection with this
Unrestricted Stock Award.
HOLDER:
LIBERATED SYNDICATION, INC.
________________________________
By:_______________________________
Name:______________________________
Title:______________________________
LIBERATED SYNDICATION, INC.
Unrestricted Stock Terms and Conditions
1. Award of
Unrestricted Stock.
The Company hereby grants to you, the Holder, as of the Grant Date,
the number of shares of the Company’s common stock, par value
$0.001 per share (“Shares”), subject to the terms
and conditions set forth herein and in the Plan.
2. Rights of a
Shareholder. As of the date of grant specified at the
beginning of this Agreement, you will have all of the rights of a
shareholder of the Company with respect to the Shares (including
voting rights and the right to receive dividends and other
distributions), except as otherwise specifically provided in this
Agreement or the Plan.
3. Choice of
Law. This Agreement will be construed in accordance with the
laws of the state of Nevada, without regard to its conflicts or
choice of law principles.
4. No Right to
Continued Service. This Agreement does not give you a right
to continued Service with the Company or any
Affiliate.
5. Binding
Effect. This Agreement is binding in all respects on your
heirs, representatives, successors and assigns, and on the
successors and assigns of the Company.
6. Notices.
Every notice or other communication relating to this Agreement
shall be in writing and shall be mailed to or delivered to the
party for whom it is intended at such address as may from time to
time be designated by it in a notice mailed or delivered to the
other party as herein provided. Unless and until some other address
is so designated, all notices or communications by you to the
Company shall be mailed or delivered to the Company at its office
at 0000 Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxxxx 00000,
and all notices or communications by the Company to you may be
mailed to you at the address provided to the Company simlutaneously
with delivery of this Agreement.
7. Compliance with
Applicable Legal Requirements. The Company shall not issue
or deliver any Shares unless the issuance and delivery of the
Shares complies with all applicable legal requirements, including
compliance with the provisions of applicable state and federal tax
and securities laws, and the requirements of any securities
exchanges on which the Company’s Shares may, at the time, be
listed.
8. Electronic Delivery
and Acceptance. The Company may deliver any documents
related to this Unrestricted Stock Award by electronic means and
request your acceptance of this Agreement by electronic means. You
hereby consent to receive all applicable documentation by
electronic delivery and to participate in the Restrcited Stock
Award through an on-line (and/or voice activated) system
established and maintained by the Company or the Company’s
third-party stock administrator (if any).
9. Other Laws; No
Fractional Shares; Withholding. The Company is not obligated by virtue
of any provision of this Agreement to sell or issue Shares in
violation of any laws, rules or regulations. Neither the Company
nor its directors or officers shall have any obligation or
liability to a Holder with respect to this Agreement or the Shares
issuable hereunder for any failure to comply with the
requirements of any applicable law, rules or regulations, including
but not limited to any failure to comply with the requirements of
Section 409A of the Code. The Company shall not issue or deliver
any fractional Shares, nor shall the Company pay any cash in lieu
of fractional Shares. The Company may deduct in cash in connection
with this Agreement any taxes required by law to be withheld and to
require any payments required to enable it to satisfy its
withholding obligations. The Company shall not issue any Shares
under this Agreement unless and until arrangements satisfactory to
the Company have been made to satisfy any tax withholding
obligations applicable with respect to such award. Subject to such terms and
conditions as the Committee may impose, the Company may retain, or
the Committee may, subject to such terms and conditions as it may
establish from time to time, permit Holder to elect to tender,
Shares to satisfy, in whole or in part, the amount required to be
withheld.
10. Severability.
In case any one or more of the provisions of this Agreement is
invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this
Agreement will not in any way be affected or impaired
thereby.
11. Entire
Agreement. This Agreement, together with the Plan and, if
applicable, any employment or consulting agreement between you and
the Company, constitute the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations and
undertakings of the parties, whether oral or written, with respect
to such subject matter.
By signing the cover page of this Agreement or otherwise accepting this
Unrestricted Stock Award in a manner approved by the Company, you
agree to this Agreement.
